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Boost Labcare Terms and Conditions
1. General
1.1 In these conditions
1.2 "Boost Labsales" shall mean Boost Labcare Limited or any subsidiary or associated company
1.3 "Customer" shall mean any company or subsidiary or associated company organisation or person ordering or accepting a quotation for Boost Labsales goods or services.
1.4 "communication" shall mean any communication or imparting of information whether verbal or by any other means.
1.5 "these conditions" shall mean these conditions in full. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other conditions and the remainder of the provision in question shall not be affected hereby.
1.6 "intellectual property" means any patent, copyright, registered design or unregistered design right, trade marks (whether registered or unregistered) and any application for any of the foregoing, any rights in respect of confidential information and any other intellectual property right.
2. Application of terms
2.1 The contract, subject to any agreed variation, will be on these conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document) No terms and conditions will form part of the Contract simply as a result of such document being referred to in the contract.
2.2 These conditions apply to all Boost Labsales' sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by an authorised representative of Boost Labsales. Nothing in this condition will exclude or limit Boost Labsales liability for fraudulent misrepresentation.
2.3 Each order for Goods by the Customer from Boost Labsales shall be deemed to be an offer by the Customer to purchase Goods subject to these conditions.
2.4 No order placed by the customer shall be deemed to be accepted by Boost Labsales until written acknowledgement of order is issued by Boost Labsales or (if earlier)Boost Labsales delivers the goods to the customer.
2.5 The Customer must ensure that the terms of its order and any applicable specification are complete and accurate.
2.6 Any quotation is given on the basis that no contract will come into existence until Boost Labsales despatches an acknowledgement of order to the Customer. Unless otherwise specified, any quotation is valid for 30 days only from its date, provided that Boost Labsales has not previously withdrawn it. We retain the right to withdraw a quotation at any time due to omissions or errors in data. Quotations are based on the customer ordering all items in the quotation. Discounts may not be applied if only part of the quote is ordered or items added to the quotation without prior written notice from Boost Labsales.
3. Quality Assurance
3.1 Certificates of Conformity will be supplied when specified in the contract for which Boost Labsales reserve the right to levy a charge. The current charge for a certificate will be quoted on request.
4. Prices
4.1 We reserve the right to make an environmental charge (where applicable) where we incur costs as a result of the necessity to comply with current legislation requirements.
4.2 Prices given in any Boost Labsales communication should only be regarded as correct at time of issue, or if printed, correct at date of publication. All prices and charges other than those fixed by specific contract, are subject to alteration without notice.
4.3 Any typographical, clerical or other omission shall be subject to correction without any liability on the part of Boost Labsales.
4.4 The price for the Goods shall be exclusive of any value added tax and all cost and charges in relation to unloading and insurance.
5. Description
5.1 The description of the Goods shall be set out in Boost Labsales acknowledgement of order.
5.2 All drawings, descriptive matter, specifications and advertising issued by Boost Labsales and any descriptions or illustrations contained in Boost Labsales catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this contract.
6. Transport and Carriage
6.1 Despatch of goods will be made by the most appropriate method or as specified by the Customer (subject to all Health & Safety and other relevant regulations being met).
6.2 All orders will be subject to a processing and delivery charge to include where applicable the cost of cases, other containers, packing material and other freight charges, etc. Unless otherwise agreed such costs will be chargeable to the purchaser. The Seller reserves the right to make additional charges to cover the cost of necessary specialised packaging used in the despatch of chemicals. This can include the packing of hazardous materials and dry ice charges.
7. Delivery dates and Non delivery
7.1 Where goods are supplied within the UK delivery shall take place at the Company's premises, unless otherwise agreed in writing to Boost Labsales.
7.2 Where goods are supplied outside the UK, delivery shall take place once they are put onto rail , ship, aircraft or other transport for onward transportation to the Customer, unless otherwise agreed in writing by Boost Labsales. Unless otherwise specified for all orders for delivery outside the United Kingdom.
7.2.1 The cost of cases and other containers, packaging costs, dock and airport dues, port rates and customs entry, freight, insurance, agency fees and other charges which may be incurred are chargeable to the Purchaser. Cases and other containers are not returnable.
7.2.2 Such orders shall be on an ex-works basis. Delivery to docks, airports or other consolidation addresses may be charged extra.
7.2.3 The Purchaser shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon.
7.3 Items are offered subject to them being in stock at the date of receipt of the Customer's order. Boost Labsales will endeavour to adhere to delivery dates however, time for delivery shall not be of the essence, and shall not be capable of being made to the essence by notice. Failure to meet quoted or expected delivery dates shall not entitle the Customer to make a claim against Boost Labsales for loss.
7.4 If the Customer declines to accept goods when available for delivery or as agreed, Boost Labsales may at its discretion store the goods and take reasonable steps to prevent their deterioration until actual delivery and the Customer shall pay Boost Labsales the reasonable cost (including insurance) of so doing.
7.5 Boost Labsales shall not be liable for any non-delivery of goods (even if caused by Boost Labsales negligence) unless written notice is given to Boost Labsales within 7 days of the date of invoice.
7.6 Receipt of an invoice must be regarded as notification of despatch. If the goods have not been received within 7 days of invoice date Boost Labsales (and the carrier if known) must be informed in writing in accordance with clause 7 so that the consignment can be traced or a claim lodged.
7.7 Any liability of Boost Labsales for non-delivery of the goods shall be limited to replacing the goods within a reasonable time or issuing a credit note against any invoice raised for such goods.
8. Property and Risk
All goods supplied by Boost Labsales are on the following conditions:
8.1 Risk shall pass to the Customer on delivery of the goods in accordance with clauses 7.1 or 7.2
8.2 The goods shall remain the sole and absolute property of Boost Labsales until payment in full of the price of the goods, in cash or cleared funds have been released.
8.3 Until the goods are paid for in full, the Customer shall
8.3.1 hold the Goods on a fiduciary basis as Boost Labsales bailee;
8.3.2 store the Goods (at no cost to Boost Labsales) separately from all other goods of the Customer or any third party in such a way that they remain readily indentifiable as Boost Labsales property;
8.3.3 not destroy, deface or obscure any indentifying mark or packaging on or relating to the Goods;
8.3.4 maintain the Goods in satisfactory condition and keep them insured on Boost Labsales behalf for their full price against all risks to the reasonable satisfaction of Boost Labsales. On request the Customer shall produce the policy of insurance to Boost Labsales; and
8.3.5 holds the proceeds of the insurance referred to in condition 8.3.4 on trust for Boost Labsales and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
8.4 The Customer may resell the goods before ownership has passed to it solely on the following conditions
8.4.1 any sale shall be effected in the ordinary course of the Customers business at full market value; and
8.4.2 any such sale shall be a sale of Boost Labsales property on the Customers own behalf and the Customer shall deal as principal when making such a sale.
8.5 Any right of the Customer to possession of the goods shall cease immediately if:
8.5.1 the Customer becomes unable to pay or stops paying its debts;
8.5.2 the Customer makes an arrangement with its creditors generally;
8.5.3 a receiver is appointed over any of the Customer's property whereupon Boost Labsales shall have the right by its servants or agents to enter onto any premises owned or occupied by the Customer or any third party in order to remove such as the goods that maybe stored there.
8.6 Payment shall be due whether or not property in the goods has passed as above and Boost Labsales shall be entitled to sue for any monies due under any contract even if the property in the goods has not passed.
8.7 The Customer grants Boost Labsales, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or where the Customer's right to possession has terminated, to recover them.
9. Terms of Payment and Credit
9.1 Unless Boost Labsales has agreed in writing other terms, payment should be received no later than 30 days from date of invoice. The right is reserved to request a remittance with order, or to submit a pro-forma invoice where the purchaser does not have a credit account with the seller. Boost Labsales also reserve the right to charge interest at 4% above the Barclays Bank PLc base rate ruling at the date the amount is due. Boost Labsales may, at its discretion, refuse or limit the amount of credit given to any customer and withhold supplies there from.
9.2 Time for payment shall be of the essence.
9.3 No payment shall be deemed to have been received until Boost Labsales has received cleared funds.
9.4 All payments payable to Boost Labsales under the Contract shall come due immediately upon termination of this Contract despite any other provision.
9.5 The Customer shall make all payments due under contract without any deduction whether by way of set off counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by Boost Labsales to the Customer.
10. Returned Goods
10.1 Shipping discrepancies must be reported within 7 days. If your product needs to be returned a Returns Activity number (RAN)is required to ensure your item can be tracked and efficiently processed. Please contact us to obtain a RAN and ensure that this is marked clearly on the outside of the package with a decontamination certificate if required on any returned item. In all cases separate notification of despatch should be sent. Until the goods have arrived safely, all liabilities including carriage, packaging and insurance remain with the Customer for any item sent to Boost Labsales. If the customer has insured the goods and wishes to be informed of any damage in transit Boost Labsales must be notified and given details of their condition on despatch.
10.2 No goods may be returned to Boost Labsales without the authorisation of Boost Labsales. The return of goods is subject to the provisions of conditions 20.3 and 20.4. Credit will be given (subject to conditions as set out in 10.4) for goods that are unused (see 10.5) an in re- saleable condition other than items from the following categories:
10.2.1 open chemicals or diagnostics
10.2.2 refrigerated or any other perishables
10.2.3 items with an expired shelf life or an expiration date too short for resale
10.2.4 any article that has been delivered direct by a third party supplier
10.2.5 discontinued items
10.2.6 items not purchased from Boost Labsales or its subsidiaries
10.3 Customers, if returning goods may be requested to return any special packaging which has been used, at the Customers cost (e.g Custom made preformed styrene, shipping cases). Boost Labsales reserve the right to charge for any such packaging not returned.
10.4 Where goods are returned for any reason other than that set out in Clause 13 below the Seller reserves the right to make a restock/handling charge against the Purchaser being the greater of
10.4.1 A minimum of 20% of invoice value towards the cost incurred by the Seller for carriage, inspection, packaging and the like of such a return or
10.4.2 A charge of £30.00 if the order value was under £50.00 or
10.4.3 Such sums as the Seller may be charged by its suppliers in respect of the return of such goods in the event that that goods constitute non-catalogued items. Custom manufactured products are non returnable and the Purchaser shall remain liable for the full purchase price.
10.5 In some instances, unwanted and unused goods may be returned, subject to prior agreement by Boost Labsales. Credit will be based on the invoice price less a re-stocking charge and delivery costs. This charge will be at Boost Labsales discretion and will be advised when the return of goods is agreed. If items of an equivalent or greater value are being ordered to replace the returned items then these charges may be waived at Boost Labsales discretion.
10.6 Boost Labsales complies with the Consumer Protection (Distance selling) Regulations 2000 with regards to consumer sales and the cancellation of orders/return of goods terms included therein.
11. Goods on Approval or Loan
11.1 Boost Labsales, at its discretion may provide Goods to the Customer for a trial period prior to the Customer entering into a contract to purchase the Goods. Goods may also be provided temporarily to the Customer as substitute for corresponding Goods that the Customer sends to Boost Labsales for repair. Charges for the provision of Goods on approval or loan shall be as agreed between the parties.
11.2 Goods provided as above shall be under the control of the Customer at all times from delivery until redelivery and the Customer shall ensure that: the goods are used safely and without risk to health; used by competent staff; and not used for any purpose for which it is not designed or reasonably suited.
11.3 The Customer shall be responsible for and shall indemnify Boost Labsales against all loss or damage caused to the goods from whatsoever cause arising.
11.4 The Customer shall not move the Goods from the Customer's premises without Boost Labsales prior written consent. The Customer shall keep the Goods in its sole possession and shall not lend or sublet it to any person or otherwise part with possession of it in any way. The Customer acknowledges that the Goods remain the property of Boost Labsales at all times and must not be sold or used as security. The Customer shall not permit any lien to be created on the Goods or pledge Boost Labsales credit for repairs to Goods.
11.5 The Customer must not attempt to repair the Goods in the event of damage or breakdown but must notify Boost Labsales at once.
11.6 Boost Labsales may require the return of Goods at any time.
12 Order Cancellation
12.1 Cancellation or part cancellation of an order can only be accepted with Boosts Labsales prior agreement Boost Labsales reserve the right to recover from the Customer any costs and expenses incurred up to the date of cancellation. Orders for Custom Specified/Non Catalogue product may not be cancelled without prior agreement with Boost Labsales.
13 Quality
13.1 Where Boost Labsales is not the manufacturer of the Goods. Boost Labsales will endeavour to transfer to the Customer the benefit of any warranty or guarantee given to Boost Labsales.
13.2 Boost Labsales warrants that ( subject to other provisions of these conditions) upon delivery the goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1994.
13.3 Boost Labsales warrants that (subject to the other provisions of these conditions) upon delivery the Goods will comply with the description in the acknowledgement of order and despatch note.
13.4 Boost Labsales will not be liable for a breach of warranty unless:
13.5 The Customer gives written notice of any immediately apparent damage to Goods or discrepancy between the order and the delivered Goods within 3 working days of receipt of the Goods;
13.5.1 In all other cases the Customer gives written notice of the defect to Boost Labsales within 7 days of the time when the Customer discovers or ought to have discovered the defect; and
13.5.2 Boost Labsales is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by Boost Labsales) returns such Goods to Boost Labsales place of business at Boost Labsales cost for the examination to take place there.
13.6 Boost Labsales shall not be liable for a breach of the warranties if:
13.6.1 The Customer makes any further use of such Goods after giving such notice; or
13.6.2 The defect arises because the Customer failed to follow Boost Labsales oral or written instructions as to the storage, installation, commissioning, use of maintenance of the Goods or (if there are none) good trade practice; or
13.6.3 The Customer alters or repairs such Goods without the written consent of Boost Labsales.
13.7 Subject to the above, if any Goods do not conform with the warranties Boost Labsales shall at its option repair or replace such Goods (or the defective part) or refund the price of such goods and it shall have not further liability for a breach of the warranty in respect of such goods.
13.8 Damaged Goods and any packaging relating to it must be retained in case inspection is required. Subsequently Boost Labsales may require the Customer to return damaged Goods in accordance with clause 10.
14. Installation, Maintenance and Repair by Boost Labsales
14.1 The provision of services of a suitable type and in a suitable location, which are necessary for the installation, is the responsibility of the Customer. Equipment to be installed, maintained or repaired must, by prior arrangement be available for working on when Boost Labsales personnel arrive. Where services and/or equipment is not available as above, Boost Labsales reserve the right to charge expenses for time and/or travelling. This applies to any installation, maintenance or repair undertaken by Boost Labsales whether quoted free of charge or not. Boost Labsales will issue an invoice in respect of delivered products which, should installation be deferred at the request of the Customer, is payable in accordance with Clause 9.
15. Maintenance and Service Agreements
15.1 Unless otherwise agreed in writing, contracts remain in place for a period of 1 year from the date of commencement as per the contract schedule and shall be renewed each year upon confirmation from both parties. Payment of the contract is due immediately or in the case of a renewal, prior to renewal date.
15.2 Boost Labsales undertakes to keep the equipment listed on the contract schedule in good working order and repair by provision of the following services:
15.2.1 Breakdown Support - attempts will be made to commence repair/support or provide a loan replacement within 3 working days of notification. Completion of the repair/support will then follow as soon as practical within normal Boost Labsales working hours.
15.2.2 Preventative Maintenance - as specified by Boost Labsales and where appropriate in line with Manufacturers recommendations whereby the equipment will be aligned, calibrated and checked with parts replaced as necessary during normal Boost Labsales working hours.
15.3 The following services are not covered by a service agreement and shall be provided at extra cost to the customer upon receipt of a valid purchase order in accordance with Clause 9.
15.3.1 Maintenance and repair of equipment not listed within the contract schedule.
15.3.2 Any adjustments normally made by the operator on a day to day basis.
15.3.3 The replacement of parts which have a limited life span (e.g Lamps, fuses etc) and the supply of consumables (e.g reagents).
15.3.4 The repair of damage arising from accident, acts of nature, acts of third parties, transportation, misuse, incorrect line voltage, the correction of faults caused by the Customer or unauthorised attempts to repair the equipment on the Customers behalf.
15.3.5 The modification of alteration of the whole or any part of the equipment.
15.3.6 Maintenance and repair at a location other than the installation address unless agreed in writing.
15.3.7 Travel associated with any of the above circumstances.
15.4 The Customer undertakes, subject to the conditions contained herein:
15.4.1 Not to make alterations to the equipment or employ additional attachments or devices without written consent.
15.4.2 To ensure all operators and managers are properly trained to use the equipment.
15.4.3 Not to abuse or misuse the equipment so as to damage it.
15.4.4 To report defects to Boost Labsales in a timely manner so as to minimize the further potential damage.
16. Limitation of Liability
16.1 Subject to clauses 7 and 13 the following provisions set out the entire financial liability of Boost Labsales (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of :
16.1.1 any breach of these conditions; and
16.1.2 any representation, statement or tortious act omission including negligence arising under or in connection with the Contract.
16.2 All warranties, conditions and other terms implied by statute or common law.
16.3 Nothing in these conditions excludes or limits the liability of Boost Labsales for death or personal injury caused by Boost Labsales negligence or for the fraudulent misrepresentation.
16.4 Subject to the above
16.4.1 Boost Labsales total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise, arising in connection with the performance of this contract shall be limited to the contract price; and
16.4.2 Boost Labsales shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses, or other claims for consequential compensation whatsoever (however caused) which arise out of or in connection with the Contract.
16.5 Nothing in these conditions shall affect the statutory rights of the Customer dealing as a consumer.
17. Infringement of Patents, Registered designs etc.
17.1 Where goods are supplied to special order the Customer will indemnify and keep Boost Labsales fully and effectively indemnified against all costs, claims, damages, losses liabilities and expenses of whatever kind incurred or suffered by Boost Labsales as a result of using a specification or design stipulated by the Customer.
17.2 Whilst all Goods are supplied in good faith Boost Labsales can give undertaking that use or sale of Goods supplied will not cause the Customer to infringe third party intellectual property rights or similar proprietary rights.
18. Force Majeure
18.1 Neither party shall be liable for any circumstances beyond their reasonable control.
19. Applicable Law
19.1 The contract shall be governed by and construed in accordance with English law and the parties irrevocably agree to submit to the jurisdiction of the English courts save that Boost Labsales shall be entitled as its sole discretion to refer such disputes to the courts of any jurisdiction in which the Customer carries or has carried out business.
20. Health and Safety
20.1 General - Goods supplied should be used only for the purpose for which they are intended and in accordance with any instructions supplied. The Customer is responsible for determining suitability for use when:
20.1.1 services and/or ancillary items are used with goods supplied
20.1.2 goods are specially manufactured or altered for Customers at their specific request
20.2 Hazardous Materials - Boost Labsales will only supply and consign hazardous materials to bona fide businesses and reserve the right to withhold supplies of such goods from any Customer. Boost Labsales accepts the responsibility for providing suitable packaging and means of transport in compliance with all relevant English legislation for delivery to Customers in accordance with clauses 7.1 and 7.2. If Boost Labsales delivers a hazardous material to the Customer it will provide safety datasheets (as required by The Chemicals (Hazard Information and Packaging for Supply) Regulations 2009) free of charge no later than the date on which the material is first supplied to the Customer. Boost Labsales will on request provide further Safety Datasheets and any other available information to assist Customers in conducting risk assessments. It is the Customers responsibility to conduct such assessments and Boost Labsales is not liable for any failure on the part of the Customer to do so. Once in possession of any hazardous material, the Customer shall accept responsibility for ensuring its safe handling, storage and use.
20.3 Return of hazardous materials to Boost Labsales premises - The customer accepts responsibility for providing suitable packing, labelling, documentation and means of transport in compliance with existing legislation, and accepts full liability for handling and transportation when hazardous materials are returned to Boost Labsales.
20.4 Contaminated equipment for repair, return or maintenance - The Customer is responsible for ensuring that any equipment which has been exposed to any hazardous or potentially hazardous material is properly decontaminated prior to the commencement of any work on that equipment by Boost Labsales personnel. The Customer will issue a certificate detailing the nature of the contaminant(s) and the procedures used to ensure adequate decontamination. Boost Labsales reserve the right to charge additional expenses incurred as a result of the Customer failing to decontaminate equipment. The Customer accepts full liability should injury be caused by any such contamination and shall indemnify Boost Labsales against any claims and costs suffered or incurred by Boost Labsales as a result of injury to Boost Labsales employees, agents or subcontractors arising from such contamination.
21. Anti Corruption
Boost Labsales operates with zero tolerance of bribery and corruption and all business is transacted with our Anti corruption and Bribery policy.
21.1 The Customer shall not, and undertakes to procure that it's employees, officers, agents, subcontractors or anyone acting on their behalf shall not:-
21.1.1 directly or indirectly give, offer to give, agree to give or authorise the payment of any gift or consideration of any kind as an inducement or reward to:-
21.1.1.1 any person;
21.1.1.2 any Government representative;
21.1.1.3 any person acting for or on behalf of any Government representative; or
21.1.1.4 any other person at the request of any Government representative for the purpose of improperly obtaining, retaining or directing business or to secure or obtain any improper business advantage.
21.1.2 directly or indirectly accept any gift or consideration of any kind as an inducement or reward for the purpose of improperly obtaining, retaining or directing business or to secure or obtain any improper business advantage
21.2 The customer represents, warrants and undertakes that if, or any person acting on its behalf has:-
21.2.1 not undertaken any activity to which Clause 21.1 refers prior to the Contract (or any related agreement) being made.
21.2.2 implemented and maintained policies, procedures and controls which are reasonably expected to ensure and to continue to ensure, compliance with all applicable Anti Bribery Regulations; and
21.2.3 conducted, and will continue to conduct, its business in compliance with all applicable Anti Bribery Regulations and so as not to contravene or commit any offence under such Anti Bribery Regulations.
22. General
22.1 Each right or remedy of Boost Labsales under the Contract is without prejudice to any other right or remedy of Boost Labsales whether under the Contract or not.
22.2 If any provision of these conditions is found by any court, tribunal or administrative body or competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, unenforceability or unreasonableness be deemed severable and the remaining provisions of these conditions and the remainder of such provision shall continue in full force and effect.
22.3 Failure or delay by Boost Labsales in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver or any of its rights under these conditions.
22.4 Any waiver by Boost Labsales of any breach of, or default under, any provision of the Contract by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of these conditions.
22.5 No term of these conditions will be enforceable by virtue of the Contracts (Rights of Third parties) Act 1999 by any other person other than Boost Labsales or the Customer.
22.6 Your statutory rights remain unaffected.
